Planning, administering and reviewing corporate compliance activities, and effective practices concerning meeting of the Board of Directors and Shareholders. In addition, ensure compliance with the legal affairs concerning corporate practices and implementation of Board decisions.
1. Board and Annual General Meetings
- Arrange and manage the process of calling and holding annual general or special meetings and advise the board on matters to be raised at the meeting for shareholder vote and policies and practices regarding Corporate Social Responsibility.
- Prepare the agenda in consultation with the Chairman and the other documents for all the meetings of the board of directors.
- Arrange with the consultation of chairman the annual and extraordinary general meetings, contribute in these meeting discussions as and when required and advise members on corporate governance, accounting and tax implications of proposed policies.
- Deal with correspondence, collate information and write reports, ensuring decisions made are communicated to the relevant company stakeholders.
2. Corporate Compliance and Audit
- Develop and oversee the systems that ensure company compliance with provisions of Ordinance and rules, in addition to its legal and statutory requirements.
- Ensure that business is conducted in accordance with its objects as contained in its memorandum and articles of association.
- Liaise with external regulators and advisers, such as regulators, lawyers and auditors.
- Supervise the submission of audited accounts, balance sheet, auditor’s reports and statutory returns to the Registrar of Companies within stipulated time period in coordination with Finance Department.
3. Corporate Record
- Maintain record of shareholders and monitor changes in share ownership of the company.
- Ensure a record of company’s certificate of Incorporation, Memorandum and Articles of Association is being maintained.
- Ensure that regulatory reporting is correct and does not lead to errors resulting in offences under various acts.
4. Shareholding Matters
- Carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register minutes register, members register, directors & key executives register and conducting the appropriate activities connected with share transfers. Facilitate payment of dividends and share option schemes.
- Prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorized by the broad of the directors or the executive responsible.
- Make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Ordinance.
5. Legal Matters
- Assess legal documents of the bank and ensure legal protection, file various documents/returns with the Registrar Commission as required under the provisions of the Ordinance/Laws/Regulations etc.
- File various documents/returns with the Registrar Commission as required under the provisions of the Ordinance/Laws/Regulations etc.
- Keep under review all legal and regulatory developments affecting the Company’s operations and ensure the Directors are properly informed.
- Ensure that banks intellectual property rights are protected.
- Oversee legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
- Supervise and certify that all legal formalities like tax payments, assets maintenance, agreements of lease and other obligations are fulfilled in time.
- Ensure that high level secrecy and privacy for all legal data is maintained for the organization.
- Supervise the creation and management of database to analyze and track status of pending suits and agreements.
- Review and assign litigation matters to external counsel and approve their fees as per legal policy.
6. Internal Governance
- Review of employee agreements/ HR policies to reflect current Employment Laws and Regulations, reducing open-endedness and employee law suits.
- Develop and maintain Register of all applicable laws and which function is responsible for implementation ( Legal Matrix/ Register)
- Review all Agreements/ Contracts to:
a. Analyze and identify recurring disputed matters on defaults/ disputes, and strengthen relevant contract clauses to preempt future liabilities.
b. Develop master contract to maintain certain uniformity in rights and liabilities of future agreements.
Knowledge, Skills, Abilities & Other Attributes
- Preferably Law (LLM), CA, Member of the Institute of Corporate Secretaries.
- Thorough understanding of corporate law.
- Strong PC skills particularly in MS Office.
- Willing to travel across KMBL network.
- Exhibits and upholds KMBL’s values and social performance objectives.
- Excellent interpersonal and presentation skills.
Duration and Nature of Previous Experience
- At least 5-7 years of experience in the capacity of Company Secretary.